Pledgor’s Covenants. The Pledgor represents, covenants and warrants that unless compliance is waived by the Purchaser in writing: (a) The Pledgor will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate Books and Records. (b) The Pledgor’s chief executive office is located in the state specified on the signature page hereof. In addition, the Pledgor is incorporated in or organized under the laws of the state specified on such signature page. The Pledgor shall give the Purchaser at least thirty (30) days notice before changing its chief executive office or state of incorporation or organization. The Pledgor will notify the Purchaser in writing prior to any change in the location of any Collateral, including the Books and Records. (c) The Pledgor will notify the Purchaser in writing prior to any change in the Pledgor's name, identity or business structure. (d) Unless otherwise agreed, the Pledgor has not granted and will not grant any security interest in any of the Collateral except to the Purchaser, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the Purchaser. (e) The Pledgor will promptly notify the Purchaser in writing of any event which materially and adversely affects the value of the Collateral, the ability of the Pledgor or the Purchaser to dispose of the Collateral, or the rights and remedies of the Purchaser in relation thereto, including, but not limited to, the levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise. (f) The Pledgor shall pay all costs reasonably necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Purchaser’s security interest (collectively, the “Collateral Costs”). Without waiving the Pledgor's default for failure to make any such payment, the Purchaser at its option, upon notice to Pledgor, may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Pledgor agrees to reimburse the Purchaser on demand for any Collateral Costs so incurred. (g) Until the Purchaser exercises its rights to make collection, the Pledgor will diligently collect all Collateral. (h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall immediately deliver such document to the Purchaser, together with any necessary endorsements. (i) The Pledgor will not sell, lease, agree to sell or lease, or otherwise dispose of any Collateral except with the prior written consent of the Purchaser; provided, however, that the Pledgor may sell inventory in the ordinary course of business. (j) The Pledgor will maintain and keep in force insurance covering the Collateral against fire and extended coverages, to the extent that any Collateral is of a type which can be so insured. Such insurance shall require losses to be paid on a replacement cost basis, be issued by insurance companies acceptable to the Purchaser and include a loss payable endorsement in favor of the Purchaser in a form acceptable to the Purchaser. Upon the request of the Purchaser, the Pledgor will deliver to the Purchaser a copy of each insurance policy, or, if permitted by the Purchaser, a certificate of insurance listing all insurance in force. (k) The Pledgor will not attach any Collateral to any real property or fixture in a manner which might cause such Collateral to become a part thereof unless the Pledgor first obtains the written consent of any owner, holder of any lien on the real property or fixture, or other person having an interest in such property to the removal by the Purchaser of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Purchaser and shall provide that the Purchaser has no liability to such owner, holder of any lien, or any other person. (l) Exhibit A to this Agreement is a complete list of all Intellectual Property Rights of Pledgor throughout the world. To the extent required by the Purchaser in its discretion, the Pledgor will promptly notify the Purchaser of any acquisition (by adoption and use, purchase, license or otherwise) of any Intellectual Property Rights, throughout the world, which are granted or filed or acquired after the date hereof or which are not listed on the Exhibit. The Pledgor authorizes the Purchaser, without notice to the Pledgor, to modify this Agreement by amending the Exhibit to include any such Collateral. (m) The Pledgor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all Intellectual Property Rights, except for such rights that are being sold, donated or abandoned by the Pledgor pursuant to the terms of its intellectual property management program. The Pledgor also will promptly make application on any patentable inventions, registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works which are necessary for Pledgor’s business. The Pledgor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Purchaser and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Pledgor or the Purchaser. The Pledgor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Pledgor's business, or except with the Purchaser's prior written consent.
Appears in 2 contracts
Samples: Security Agreement (Cord Blood America, Inc.), Security Agreement (Cord Blood America, Inc.)
Pledgor’s Covenants. The Pledgor represents, covenants and warrants that unless compliance is waived by the Purchaser in writing:
(a) The Pledgor will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate Books and Records.
(b) The Pledgor’s chief executive office is located in the state specified on the signature page hereof. In addition, the Pledgor is incorporated in or organized under the laws of the state specified on such signature page. The Pledgor shall give the Purchaser at least thirty (30) days notice before changing its chief executive office or state of incorporation or organization. The Pledgor will notify the Purchaser in writing prior to any change in the location of any Collateral, including the Books and Records.
(c) The Pledgor will notify the Purchaser in writing prior to any change in the Pledgor's name, identity or business structure.
(d) Unless otherwise agreedExcept to the Purchaser and the security interest granted by Pledgor in the Collateral to (i) Silicon Valley Bank and (ii) the Persons named in the Subordinated Debt Subordination Agreements, or as Purchaser may hereafter agree, the Pledgor has not granted and will not grant any security interest in any of the Collateral except to the PurchaserCollateral, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the Purchasernature.
(e) The Pledgor will promptly notify the Purchaser in writing of any event which materially and adversely affects the value of the Collateral, the ability of the Pledgor or the Purchaser to dispose of the Collateral, or the rights and remedies of the Purchaser in relation thereto, including, but not limited to, the levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise.
(f) The Pledgor shall pay all costs reasonably necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Purchaser’s security interest (collectively, the “Collateral Costs”). Without waiving the Pledgor's default for failure to make any such payment, the Purchaser at its option, upon notice to Pledgor, may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Pledgor agrees to reimburse the Purchaser on demand for any Collateral Costs so incurred.
(g) Until the Purchaser exercises its rights to make collection, the Pledgor will diligently collect all Collateral.
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall immediately deliver such document to the Purchaser, together with any necessary endorsements.
(i) The Pledgor will not sell, lease, agree to sell or lease, or otherwise dispose of any Collateral except with the prior written consent of the Purchaser; provided, however, that the Pledgor may sell inventory in the ordinary course of business.
(j) The Pledgor will maintain and keep in force insurance covering the Collateral against fire and extended coverages, to the extent that any Collateral is of a type which can be so insured. Such insurance shall require losses to be paid on a replacement cost basis, be issued by insurance companies reasonably acceptable to the Purchaser and include a loss payable endorsement in favor of the Purchaser in a form acceptable to the Purchaser. Upon the request of the Purchaser, the Pledgor will deliver to the Purchaser a copy of each insurance policy, or, if permitted by the Purchaser, a certificate of insurance listing all insurance in force.
(k) The Pledgor will not attach any Collateral to any real property or fixture in a manner which might cause such Collateral to become a part thereof unless the Pledgor first obtains the written consent of any owner, holder of any lien on the real property or fixture, or other person having an interest in such property to the removal by the Purchaser of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Purchaser and shall provide that the Purchaser has no liability to such owner, holder of any lien, or any other person.
(l) Exhibit A to this Agreement is a complete list of all Intellectual Property Rights of Pledgor throughout the world. To the extent required by the Purchaser in its discretion, the Pledgor will promptly notify the Purchaser of any acquisition (by adoption and use, purchase, license or otherwise) of any Intellectual Property Rights, throughout the world, which are granted or filed or acquired after the date hereof or which are not listed on the Exhibit. The Pledgor authorizes the Purchaser, without notice to the Pledgor, to modify this Agreement by amending the Exhibit to include any such Collateral.
(m) The Pledgor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all Intellectual Property Rights, except for such rights that are being sold, donated or abandoned by the Pledgor pursuant to the terms of its intellectual property management programprogram and consistent with the terms of the License Agreement. The Pledgor also will promptly make application on any patentable inventions, registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works which are necessary for Pledgor’s business. The Pledgor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Purchaser and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Pledgor or the Purchaser. The foregoing obligations of Pledgor with respect to prosecuting and defending Intellectual Property Rights that are subject to the License Agreement shall apply to Pledgor only if Xxxxxxxx has failed or refused to perform such obligations in accordance with the terms of the License Agreement. The Pledgor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Pledgor's business, the license provided by the License Agreement or except with the Purchaser's prior written consent.
Appears in 2 contracts
Samples: Security Agreement (Technest Holdings Inc), Security Agreement (Technest Holdings Inc)
Pledgor’s Covenants. The Pledgor represents, covenants and warrants that unless compliance is waived by the Purchaser in writing:
(a) The Pledgor will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate Books and Records.
(b) The Pledgor’s chief executive office is located in the state specified on the signature page hereof. In addition, the Pledgor is incorporated in or organized under the laws of the state specified on such signature page. The Pledgor shall give the Purchaser at least thirty (30) days notice before changing its chief executive office or state of incorporation or organization. The Pledgor will notify the Purchaser in writing prior to any change in the location of any Collateral, including the Books and Records.
(c) The Pledgor will notify the Purchaser in writing prior to any change in the Pledgor's ’s name, identity or business structure.
(d) Unless otherwise agreed, the The Pledgor has not granted and will not grant any security interest in any of the Collateral except to the Purchaser, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the Purchaser.
(e) The Pledgor will promptly notify the Purchaser in writing of any event which materially and adversely affects the value of the Collateral, the ability of the Pledgor or the Purchaser to dispose of the Collateral, or the rights and remedies of the Purchaser in relation thereto, including, but not limited to, the levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise.
(f) The Pledgor shall pay all costs reasonably necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs necessary to perfect the Purchaser’s security interest (collectively, the “Collateral Costs”). Without waiving the Pledgor's ’s default for failure to make any such payment, the Purchaser at its option, upon notice to Pledgor, option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Pledgor agrees to reimburse the Purchaser on demand within five (5) Business Days after written request from the Purchaser for any Collateral Costs so incurred. Pledgor shall (i) promptly (and in any event within five (5) Business Days after written request from Purchaser) furnish the Purchaser any information with respect to the Collateral reasonably requested by the Lender, (ii) allow the Purchaser or its representatives to inspect the Collateral, during business hours upon reasonable notice and wherever located, and (iii) promptly (and in any event within five (5) Business Days after written request from Purchaser) furnish the Purchaser or its representatives such information as the Purchaser may reasonably request to identify the Collateral, at the time and in the form reasonably requested by the Purchaser.
(g) Until the Purchaser exercises its rights to make collectioncollection following the occurrence of an Event of Default, the Pledgor will diligently collect all Collateral.
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall immediately deliver such document to the Purchaser, together with any necessary endorsements.
(i) The Pledgor will not sell, lease, agree to sell or lease, or otherwise dispose of any Collateral except with the prior written consent of the Purchaser; provided, however, that the Pledgor may sell inventory in the ordinary course of businessbusiness and may sell its Embraer regional jet aircraft pursuant to agreement(s) entered into prior to the date of this Agreement.
(j) The Pledgor will maintain and keep in force insurance covering the Collateral against fire and extended coveragescoverage, to the extent that any Collateral is of a type which can be so insured. Such insurance shall require losses to be paid on a replacement cost basis, be issued by insurance companies acceptable to the Purchaser and include a loss payable endorsement in favor of the Purchaser in a form reasonably acceptable to the Purchaser. Upon the request of the Purchaser, the Pledgor will deliver to the Purchaser a copy of each insurance policy, or, if permitted by the Purchaser, a certificate of insurance listing all insurance in force.
(k) The Pledgor will not attach any Collateral to any real property or fixture in a manner which might cause such Collateral to become a part thereof unless the Pledgor first obtains the written consent of any owner, holder of any lien on the real property or fixture, or other person having an interest in such property to the removal by the Purchaser of the Collateral from such real property or fixture. Such written consent shall be in form and substance reasonably acceptable to the Purchaser and shall provide that the Purchaser has no liability to such owner, holder of any lien, or any other personperson other than the payment of rent until the Purchaser removes such property and the cost of repairing any damage caused by such removal.
(l) Exhibit A to this Agreement is a complete list of all Intellectual Property Rights of patents, trademark and service xxxx registrations, copyright registrations, mask work registrations, and all applications therefor, in which the Pledgor has any right, title, or interest, throughout the world. To the extent required by the Purchaser in its discretion, the Pledgor will promptly notify the Purchaser of any acquisition (by adoption and use, purchase, license or otherwise) of any Intellectual Property Rightspatent, trademark or service xxxx registration, copyright registration, mask work registration, and applications therefor, and unregistered trademarks and service marks and copyrights, throughout the world, which are granted or filed or acquired after the date hereof or which are not listed on the Exhibit. The Pledgor authorizes the Purchaser, without notice to the Pledgor, to modify this Agreement by amending the Exhibit to include any such Collateral.
(m) The Pledgor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all Intellectual Property Rightsissued patents and will renew all trademark and service xxxx registrations, including payment of any and all maintenance and renewal fees relating thereto, except for such rights patents, service marks and trademarks that are being sold, donated or abandoned by the Pledgor pursuant to the terms of its intellectual property management program. The Pledgor also will promptly make application on any patentable but unpatented inventions, registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works which are necessary for Pledgor’s businessworks. The Pledgor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Purchaser and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Pledgor or the Purchaser. The Pledgor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Pledgor's ’s business, or except with the Purchaser's ’s prior written consent.
Appears in 1 contract
Samples: Security Agreement (Gulfstream International Group Inc)
Pledgor’s Covenants. The Pledgor represents, covenants and warrants that unless compliance is waived by the Purchaser in writing:
(a) The Pledgor will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate Books and Records.
(b) The Pledgor’s chief executive office is located in the state specified on the signature page hereof. In addition, the Pledgor is incorporated in or organized under the laws of the state specified on such signature page. The Pledgor shall give the Purchaser at least thirty (30) days notice before changing its chief executive office or state of incorporation or organization. The Pledgor will notify the Purchaser in writing prior to any change in the location of any Collateral, including the Books and Records.
(c) The Pledgor will notify the Purchaser in writing prior to any change in the Pledgor's name, identity or business structure.
(d) Unless otherwise agreed, the Pledgor has not granted and will not grant any security interest in any of the Collateral except to the PurchaserPurchaser and to Cornell Capital Partners, L.P. (“Cornell”), and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the PurchaserPurchaser and that of Cornell.
(e) The Pledgor will promptly notify the Purchaser in writing of any event which materially and adversely affects the value of the Collateral, the ability of the Pledgor or the Purchaser to dispose of the Collateral, or the rights and remedies of the Purchaser in relation thereto, including, but not limited to, the levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise.
(f) The Pledgor shall pay all costs reasonably necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Purchaser’s security interest (collectively, the “Collateral Costs”). Without waiving the Pledgor's default for failure to make any such payment, the Purchaser at its option, upon notice to Pledgor, may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Pledgor agrees to reimburse the Purchaser on demand for any Collateral Costs so incurred.
(g) Until the Purchaser exercises its rights to make collection, the Pledgor will diligently collect all Collateral.
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall immediately deliver such document to the Purchaser, together with any necessary endorsements.
(i) The Pledgor will not sell, lease, agree to sell or lease, or otherwise dispose of any Collateral except with the prior written consent of the Purchaser; provided, however, that the Pledgor may sell inventory in the ordinary course of business.
(j) The Pledgor will maintain and keep in force insurance covering the Collateral against fire and extended coverages, to the extent that any Collateral is of a type which can be so insured. Such insurance shall require losses to be paid on a replacement cost basis, be issued by insurance companies acceptable to the Purchaser and include a loss payable endorsement in favor of the Purchaser in a form acceptable to the Purchaser. Upon the request of the Purchaser, the Pledgor will deliver to the Purchaser a copy of each insurance policy, or, if permitted by the Purchaser, a certificate of insurance listing all insurance in force.
(k) The Pledgor will not attach any Collateral to any real property or fixture in a manner which might cause such Collateral to become a part thereof unless the Pledgor first obtains the written consent of any owner, holder of any lien on the real property or fixture, or other person having an interest in such property to the removal by the Purchaser of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Purchaser and shall provide that the Purchaser has no liability to such owner, holder of any lien, or any other person.
(l) Exhibit A to this Agreement is a complete list of all Intellectual Property Rights of Pledgor throughout the world. To the extent required by the Purchaser in its discretion, the Pledgor will promptly notify the Purchaser of any acquisition (by adoption and use, purchase, license or otherwise) of any Intellectual Property Rights, throughout the world, which are granted or filed or acquired after the date hereof or which are not listed on the Exhibit. The Pledgor authorizes the Purchaser, without notice to the Pledgor, to modify this Agreement by amending the Exhibit to include any such Collateral.
(m) The Pledgor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all Intellectual Property Rights, except for such rights that are being sold, donated or abandoned by the Pledgor pursuant to the terms of its intellectual property management program. The Pledgor also will promptly make application on any patentable inventions, registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works which are necessary for Pledgor’s business. The Pledgor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Purchaser and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Pledgor or the Purchaser. The Pledgor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Pledgor's business, or except with the Purchaser's prior written consent.
Appears in 1 contract
Pledgor’s Covenants. The Pledgor represents, covenants and warrants that unless compliance is waived by the Purchaser Required Lenders in writing:
(a) The Pledgor will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate Books and Records.
(b) The Pledgor’s 's chief executive office is located located, in the state specified on the signature page hereof. In addition, the Pledgor is incorporated in or organized under the laws of the state specified on such signature page. The Pledgor shall give the Purchaser Agent at least thirty (30) days notice before changing its residence or its chief executive office or state of incorporation or organization. The current locations of Collateral are set forth on Schedule 1 attached hereto. The Pledgor will notify the Purchaser Agent in writing prior to at the end of each fiscal quarter of any change in the location of any CollateralCollateral in excess of $250,000, including the Books and Records.
(c) The Pledgor will notify the Purchaser Agent in writing prior to any change in the Pledgor's name, identity or business structure.
(d) Unless otherwise agreed, the Pledgor has not granted and will not grant any security interest in any of the Collateral except to the PurchaserAgent, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the PurchaserAgent on behalf of the Lenders or as otherwise permitted by the Credit Agreement.
(e) The Pledgor will promptly notify the Purchaser Agent in writing of any event which materially and adversely affects diminishes the value of the CollateralCollateral by $500,000 or more, the ability of the Pledgor or the Purchaser Agent to dispose of the Collateral, or the rights and remedies of the Purchaser Agent in relation thereto, including, but not limited to, the levy of any legal process against any Collateral and in connection with the adoption collection of any marketing order, arrangement an obligation in the amount of $500,000 or procedure affecting the Collateral, whether governmental or otherwisemore.
(f) The Pledgor shall pay all costs reasonably necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Purchaser’s Agent's security interest (collectively, the “Collateral Costs”)interest. Without waiving the Pledgor's default for failure to make any such payment, the Purchaser Agent at its option, upon notice to Pledgor, option may pay any such Collateral Costscosts and expenses, and discharge encumbrances on the Collateral, and pay for insurance of the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Pledgor agrees to reimburse the Purchaser Agent on demand for any Collateral Costs costs so incurred.
(g) Until the Purchaser Agent exercises its rights to make collection, the Pledgor will diligently collect all Collateral.
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall shall, if an Event of Default has occurred and is continuing, immediately deliver such document to the PurchaserAgent, together with any necessary endorsements.
(i) The Pledgor will not sell, lease, agree to sell or lease, or otherwise dispose of any Collateral except with to the prior written consent extent permitted by Section 7.05 of the Purchaser; provided, however, that the Pledgor may sell inventory in the ordinary course of businessCredit Agreement.
(j) The Pledgor will maintain and keep in force insurance covering the Collateral against fire and extended coverages, to the extent that any Collateral is of a type which can be so insured. Such insurance shall require losses to be paid on a replacement cost basis, be issued by insurance companies acceptable to the Purchaser Agent and include a loss payable endorsement in favor of the Purchaser Agent in a form reasonably acceptable to the Purchaser. Upon the request of the Purchaser, the Pledgor will deliver to the Purchaser a copy of each insurance policy, or, if permitted by the Purchaser, a certificate of insurance listing all insurance in forceAgent.
(k) The Pledgor will not attach any Collateral having an aggregate value in excess of $250,000 to any real property or fixture in a manner which might cause such Collateral to become a part thereof unless the Pledgor first obtains the written consent of any owner, holder of any lien on the real property or fixture, or other person having an interest in such property to the removal by the Purchaser Agent of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Purchaser Agent and shall provide that the Purchaser Agent has no liability to such owner, holder of any lien, or any other person.
(l) Exhibit A to this Agreement is a complete list of all Intellectual Property Rights of Pledgor throughout the world. To the extent required by the Purchaser in its discretion, the Pledgor will promptly notify the Purchaser of any acquisition (by adoption and use, purchase, license or otherwise) of any Intellectual Property Rights, throughout the world, which are granted or filed or acquired after the date hereof or which are not listed on the Exhibit. The Pledgor authorizes the Purchaser, without notice to the Pledgor, to modify this Agreement by amending the Exhibit to include any such Collateral.
(m) The Pledgor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all Intellectual Property Rightsmaterial issued patents and will renew all material trademark and service xxxx registrations, except for such rights that are being sold, donated or abandoned by the Pledgor pursuant to the terms including payment of its intellectual property management programany and all maintenance and renewal fees relating thereto. The Pledgor also will promptly make application on any patentable inventions, material registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works which are necessary for Pledgor’s business. The Pledgor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Purchaser Agent and the Lenders and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair Collateral. Except as permitted by the value or use of Credit Agreement, the Collateral to the Pledgor or the Purchaser. The Pledgor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Pledgor's business, or Collateral except with the PurchaserAgent's prior written consent.
Appears in 1 contract
Samples: Security Agreement (Ashworth Inc)
Pledgor’s Covenants. The Pledgor represents, covenants and warrants that unless compliance is waived by the Purchaser Bank in writing:
(a) The Pledgor will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate Books and Records.
(b) The Pledgor’s 's chief executive office is located located, in the state specified on the signature page hereof. In addition, the Pledgor is incorporated in or organized under the laws of the state specified on such signature page. The Pledgor shall give the Purchaser Bank at least thirty (30) days notice before changing its residence or its chief executive office or state of incorporation or organization. The Pledgor will notify the Purchaser Bank in writing prior to any change in the location of any Collateral, including the Books and Records.
(c) The Pledgor will notify the Purchaser Bank in writing prior to any change in the Pledgor's name, identity or business structure.
(d) Unless otherwise agreed, the Pledgor has not granted and will not grant any security interest in any of the Collateral except to the PurchaserBank, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the PurchaserBank.
(e) The Pledgor will promptly notify the Purchaser Bank in writing of any event which materially and adversely affects the value of the Collateral, the ability of the Pledgor or the Purchaser Bank to dispose of the Collateral, or the rights and remedies of the Purchaser Bank in relation thereto, including, but not limited to, the levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise.
(f) The Pledgor shall pay all costs reasonably necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Purchaser’s Bank's security interest (collectively, the “Collateral Costs”)interest. Without waiving the Pledgor's default for failure to make any such payment, the Purchaser Bank at its option, upon notice to Pledgor, option may pay any such Collateral Costscosts and expenses, and discharge encumbrances on the Collateral, and pay for insurance of the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Pledgor agrees to reimburse the Purchaser Bank on demand for any Collateral Costs costs so incurred.
(g) Until the Purchaser Bank exercises its rights to make collection, the Pledgor will diligently collect all Collateral.
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall immediately deliver such document to the PurchaserBank, together with any necessary endorsements.
(i) The Pledgor will not sell, lease, agree to sell or lease, or otherwise dispose of any Collateral except with the prior written consent of the PurchaserBank; provided, however, that the Pledgor may sell inventory in the ordinary course of business.
(j) The Pledgor will maintain and keep in force insurance covering the Collateral against fire and extended coverages, to the extent that any Collateral is of a type which can be so insured. Such insurance shall require losses to be paid on a replacement cost basis, be issued by insurance companies acceptable to the Purchaser Bank and include a loss payable endorsement in favor of the Purchaser Bank in a form acceptable to the Purchaser. Upon the request of the Purchaser, the Pledgor will deliver to the Purchaser a copy of each insurance policy, or, if permitted by the Purchaser, a certificate of insurance listing all insurance in forceBank.
(k) The Pledgor will not attach any Collateral to any real property or fixture in a manner which might cause such Collateral to become a part thereof unless the Pledgor first obtains the written consent of any owner, holder of any lien on the real property or fixture, or other person having an interest in such property to the removal by the Purchaser Bank of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Purchaser Bank and shall provide that the Purchaser Bank has no liability to such owner, holder of any lien, or any other person.
(l) Exhibit A to this Agreement is a complete list of all Intellectual Property Rights of patents, trademark and service xxxx registrations, copyright registrations, mask work registrations, and all applications therefor, in which the Pledgor has any right, title, or interest, throughout the world. To the extent required by the Purchaser in its discretion, the The Pledgor will promptly notify the Purchaser Bank of any acquisition (by adoption and use, purchase, license or otherwise) of any Intellectual Property Rightspatent, trademark or service xxxx registration, copyright registration, mask work registration, and applications therefor, and unregistered trademarks and service marks and copyrights, throughout the world, which are granted or filed or acquired after the date hereof or which are not listed on the Exhibit. The Pledgor authorizes the PurchaserBank, without notice to the Pledgor, to modify this Agreement by amending the Exhibit to include any such Collateral.
(m) The Pledgor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all Intellectual Property Rightsissued patents and will renew all trademark and service xxxx registrations, except for such rights that are being sold, donated or abandoned by the Pledgor pursuant to the terms including payment of its intellectual property management programany and all maintenance and renewal fees relating thereto. The Pledgor also will promptly make application on any patentable but unpatented inventions, registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works which are necessary for Pledgor’s businessworks. The Pledgor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Purchaser Bank and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Pledgor or the PurchaserCollateral. The Pledgor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Pledgor's business, or Collateral except with the PurchaserBank's prior written consent.
Appears in 1 contract
Samples: Security Agreement (Motorcar Parts & Accessories Inc)
Pledgor’s Covenants. The Pledgor represents, covenants and warrants that unless compliance is waived by the Purchaser Required Lenders in writing:
(a) The Pledgor will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate Books and Records.
(b) The Pledgor’s 's chief executive office is located located, in the state specified on the signature page hereof. In addition, the Pledgor is incorporated in or organized under the laws of the state specified on such signature page. The Pledgor shall give the Purchaser Agent at least thirty (30) days notice before changing its residence or its chief executive office or state of incorporation or organization. The current locations of Collateral are set forth on Schedule 1 attached hereto. The Pledgor will notify notify, the Purchaser Agent at the end of each fiscal quarter in writing prior to of any change in the location of any CollateralCollateral in excess of $250,000, including the Books and Records.
(c) The Pledgor will notify the Purchaser Agent in writing prior to any change in the Pledgor's name, identity or business structure.
(d) Unless otherwise agreed, the Pledgor has not granted and will not grant any security interest in any of the Collateral except to the PurchaserAgent, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the PurchaserAgent on behalf of the Lenders or as otherwise permitted by the Credit Agreement.
(e) The Pledgor will promptly notify the Purchaser Agent in writing of any event which materially and adversely affects diminishes the value of the CollateralCollateral by $500,000 or more, the ability of the Pledgor or the Purchaser Agent to dispose of the Collateral, or the rights and remedies of the Purchaser Agent in relation thereto, including, but not limited to, the levy of any legal process against any Collateral and in connection with the adoption collection of any marketing order, arrangement or procedure affecting an obligation in excess of the Collateral, whether governmental or otherwiseThreshold Amount.
(f) The Pledgor shall pay all costs reasonably necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Purchaser’s Agent's security interest (collectively, the “Collateral Costs”)interest. Without waiving the Pledgor's default for failure to make any such payment, the Purchaser Agent at its option, upon notice to Pledgor, option may pay any such Collateral Costscosts and expenses, and discharge encumbrances on the Collateral, and pay for insurance of the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Pledgor agrees to reimburse the Purchaser Agent on demand for any Collateral Costs costs so incurred.
(g) Until the Purchaser Agent exercises its rights to make collection, the Pledgor will diligently collect all Collateral.
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall shall, if an Event of Default has occurred and is continuing, immediately deliver such document to the PurchaserAgent, together with any necessary endorsements.
(i) The Pledgor will not sell, lease, agree to sell or lease, or otherwise dispose of any Collateral except with to the prior written consent extent permitted by Section 7.05 of the Purchaser; provided, however, that the Pledgor may sell inventory in the ordinary course of businessCredit Agreement.
(j) The Pledgor will maintain and keep in force insurance covering the Collateral against fire and extended coverages, to the extent that any Collateral is of a type which can be so insured. Such insurance shall require losses to be paid on a replacement cost basis, be issued by insurance companies acceptable to the Purchaser Agent and include a loss payable endorsement in favor of the Purchaser Agent in a form reasonably acceptable to the Purchaser. Upon the request of the Purchaser, the Pledgor will deliver to the Purchaser a copy of each insurance policy, or, if permitted by the Purchaser, a certificate of insurance listing all insurance in forceAgent.
(k) The Pledgor will not attach any Collateral having an aggregate value in excess of $250,000 to any real property or fixture in a manner which might cause such Collateral to become a part thereof unless the Pledgor first obtains the written consent of any owner, holder of any lien on the real property or fixture, or other person having an interest in such property to the removal by the Purchaser Agent of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Purchaser Agent and shall provide that the Purchaser Agent has no liability to such owner, holder of any lien, or any other person.
(l) Exhibit A to this Agreement is a complete list of all Intellectual Property Rights of Pledgor throughout the world. To the extent required by the Purchaser in its discretion, the Pledgor will promptly notify the Purchaser of any acquisition (by adoption and use, purchase, license or otherwise) of any Intellectual Property Rights, throughout the world, which are granted or filed or acquired after the date hereof or which are not listed on the Exhibit. The Pledgor authorizes the Purchaser, without notice to the Pledgor, to modify this Agreement by amending the Exhibit to include any such Collateral.
(m) The Pledgor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all Intellectual Property Rightsmaterial issued patents and will renew all material trademark and service xxxx registrations, except for such rights that are being sold, donated or abandoned by the Pledgor pursuant to the terms including payment of its intellectual property management programany and all maintenance and renewal fees relating thereto. The Pledgor also will promptly make application on any patentable inventions, material registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works which are necessary for Pledgor’s business. The Pledgor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Purchaser Agent and the Lenders and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair Collateral. Except as permitted by the value or use of Credit Agreement, the Collateral to the Pledgor or the Purchaser. The Pledgor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Pledgor's business, or Collateral except with the PurchaserAgent's prior written consent.
Appears in 1 contract
Samples: Security Agreement (Ashworth Inc)
Pledgor’s Covenants. The Pledgor represents, covenants and warrants that unless compliance is waived by the Purchaser Bank in writing:
(a) The Pledgor will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate Books and Records.
(b) The Pledgor’s 's chief executive office is located located, in the state specified on the signature page hereof. In addition, the Pledgor is incorporated in or organized under the laws of the state specified on such signature page. The Pledgor shall give the Purchaser Bank at least thirty (30) days notice before changing its residence or its chief executive office or state of incorporation or organization. The Pledgor will notify the Purchaser Bank in writing prior to any change in the location of any Collateral, including the Books and Records.
(c) The Pledgor will notify the Purchaser Bank in writing prior to any change in the Pledgor's name, identity or business structure.
(d) Unless otherwise agreed, the Pledgor has not granted and will not grant any security interest in any of the Collateral except to the PurchaserBank, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the PurchaserBank.
(e) The Pledgor will promptly notify the Purchaser Bank in writing of any event which materially and adversely affects the value of the Collateral, the ability of the Pledgor or the Purchaser Bank to dispose of the Collateral, or the rights and remedies of the Purchaser Bank in relation thereto, including, but not limited to, the levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise.
(f) The Pledgor shall pay all costs reasonably necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the PurchaserBank’s security interest (collectively, the “Collateral Costs”). Without waiving the Pledgor's default for failure to make any such payment, the Purchaser Bank at its option, upon notice to Pledgor, option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Pledgor agrees to reimburse the Purchaser Bank on demand for any Collateral Costs so incurred.
(g) Until the Purchaser Bank exercises its rights to make collection, the Pledgor will diligently collect all Collateral.
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall immediately deliver such document to the PurchaserBank, together with any necessary endorsements.
(i) The Pledgor will not sell, lease, agree to sell or lease, or otherwise dispose of any Collateral except with the prior written consent of the PurchaserBank; provided, however, that the Pledgor may sell inventory in the ordinary course of business.
(j) The Pledgor will maintain and keep in force all risk insurance covering the Collateral against fire fire, theft, liability and extended coveragescoverages (including without limitation windstorm coverage and hurricane coverage as applicable), to the extent that any Collateral is of a type which can be so insured. Such insurance shall be in form, amounts, coverages and basis reasonably acceptable to the Bank, shall require losses to be paid on a replacement cost basis, shall be issued by insurance companies acceptable to the Purchaser Bank and include a loss payable endorsement in favor of the Purchaser Bank in a form acceptable to the PurchaserBank. Upon the request of the PurchaserBank, the Pledgor will deliver to the Purchaser Bank a copy of each insurance policy, or, if permitted by the PurchaserBank, a certificate of insurance listing all insurance in force.
(k) The Pledgor will not attach any Collateral to any real property or fixture in a manner which might cause such Collateral to become a part thereof unless the Pledgor first obtains the written consent of any owner, holder of any lien on the real property or fixture, or other person having an interest in such property to the removal by the Purchaser Bank of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Purchaser Bank and shall provide that the Purchaser Bank has no liability to such owner, holder of any lien, or any other person.
(l) Exhibit A Schedule 3(l) to this Agreement is a complete list of all Intellectual Property Rights of patents, trademark and service xxxx registrations, copyright registrations, mask work registrations, and all applications therefor, in which the Pledgor has any right, title, or interest, throughout the world. To the extent required by the Purchaser Bank in its discretion, the Pledgor will promptly notify the Purchaser Bank of any acquisition (by adoption and use, purchase, license or otherwise) of any Intellectual Property Rightspatent, trademark or service xxxx registration, copyright registration, mask work registration, and applications therefor, and unregistered trademarks and service marks and copyrights, throughout the world, which are granted or filed or acquired after the date hereof or which are not listed on the Exhibit. The Pledgor authorizes the PurchaserBank, without notice to the Pledgor, to modify this Agreement by amending the Exhibit to include any such Collateral.
(m) The Pledgor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all Intellectual Property Rightsissued patents and will renew all trademark and service xxxx registrations, including payment of any and all maintenance and renewal fees relating thereto, except for such rights patents, service marks and trademarks that are being sold, donated or abandoned by the Pledgor pursuant to the terms of its intellectual property management program. The Pledgor also will promptly make application on any patentable but unpatented inventions, registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works which are necessary for Pledgor’s businessworks. The Pledgor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Purchaser Bank and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Pledgor or the PurchaserBank. The Pledgor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Pledgor's business, or except with the PurchaserBank's prior written consent.
Appears in 1 contract
Samples: Security Agreement (Game Trading Technologies, Inc.)
Pledgor’s Covenants. The Pledgor represents, covenants and warrants that unless compliance is waived by the Purchaser in writing:
(a) The Pledgor will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate Books and Records.
(b) The Pledgor’s chief executive office is located in the state specified on the signature page hereof. In addition, the Pledgor is incorporated in or organized under the laws of the state specified on such signature page. The Pledgor shall give the Purchaser at least thirty three (303) days notice before changing its chief executive office or state of incorporation or organization. The Pledgor will notify the Purchaser in writing prior to any change in the location of any Collateral, including the Books and Records.
(c) The Pledgor will notify the Purchaser in writing prior to any change in the Pledgor's name, identity or business structure.
(d) Unless otherwise agreedExcept to the Purchaser or as Purchaser may hereafter agree, the Pledgor has not granted and will not grant any security interest in any of the Collateral except to the PurchaserCollateral, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the Purchasernature.
(e) The Pledgor will promptly notify the Purchaser in writing of any event which materially and adversely affects the value of the Collateral, the ability of the Pledgor or the Purchaser to dispose of the Collateral, or the rights and remedies of the Purchaser in relation thereto, including, but not limited to, the levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise.
(f) The Pledgor shall pay all costs reasonably necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the Purchaser’s security interest (collectively, the “Collateral Costs”). Without waiving the Pledgor's default for failure to make any such payment, the Purchaser at its option, upon notice to Pledgor, may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. The Pledgor agrees to reimburse the Purchaser on demand for any Collateral Costs so incurred.
(g) Until the Purchaser exercises its rights to make collection, the Pledgor will diligently collect all Collateral.
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, the Pledgor shall immediately deliver such document to the Purchaser, together with any necessary endorsements.
(i) The Pledgor will not sell, lease, agree to sell or lease, or otherwise dispose of any Collateral except with the prior written consent of the Purchaser; provided, however, that the Pledgor may sell inventory of Royalty-Bearing Products in the ordinary course of businessbusiness and will use its best efforts to develop, market and sell Royalty-Bearing Products.
(j) The Pledgor will maintain and keep in force insurance covering the Collateral against fire and extended coverages, to the extent that any Collateral is of a type which can be so insured. Such insurance shall require losses to be paid on a replacement cost basis, be issued by insurance companies acceptable to the Purchaser and include a loss payable endorsement in favor of the Purchaser in a form acceptable to the Purchaser. Upon the request of the Purchaser, the Pledgor will deliver to the Purchaser a copy of each insurance policy, or, if permitted by the Purchaser, a certificate of insurance listing all insurance in force.
(k) The Pledgor will not attach any Collateral to any real property or fixture in a manner which might cause such Collateral to become a part thereof unless the Pledgor first obtains the written consent of any owner, holder of any lien on the real property or fixture, or other person having an interest in such property to the removal by the Purchaser of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Purchaser and shall provide that the Purchaser has no liability to such owner, holder of any lien, or any other person.
(l) Exhibit A to this Agreement is a complete list of all Intellectual Property Rights of Pledgor throughout the world. To the extent required by the Purchaser in its discretion, the Pledgor will promptly notify the Purchaser of any acquisition (by adoption and use, purchase, license or otherwise) of any Intellectual Property Rights, throughout the world, which are granted or filed or acquired after the date hereof or which are not listed on the Exhibit. The Pledgor authorizes the Purchaser, without notice to the Pledgor, to modify this Agreement by amending the Exhibit to include any such Collateral.
(m) The Pledgor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all Intellectual Property Rights, except for such rights that are being sold, donated or abandoned by the Pledgor pursuant to the terms of its intellectual property management program. The Pledgor also will promptly make application on any patentable inventions, registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works which are necessary for Pledgor’s business. The Pledgor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Purchaser and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Pledgor or the Purchaser. The Pledgor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Pledgor's business, or except with the Purchaser's prior written consent.
(m) Pledgor is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. Pledgor is not in violation or default of any of the provisions of its certificate or articles of incorporation, bylaws or other organizational or charter documents.
(n) Pledgor has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Pledgor and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Pledgor and no further action is required by the Pledgor, or its board of directors, in connection therewith. This Agreement constitutes the valid and binding obligation of Pledgor enforceable against it in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. The License Agreement constitutes the valid and binding obligation of the Pledgor and, to the knowledge of the Pledgor, constitutes the valid and binding obligation of Technest, enforceable against each in accordance with the terms thereof except (x) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (z) insofar as indemnification and contribution provisions may be limited by applicable law.
(o) The execution, delivery and performance of this Agreement by Pledgor and the consummation by it of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of Pledgor’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of Pledgor, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Pledgor debt or otherwise) or other understanding to which the Pledgor is a party or by which any property or asset of Pledgor is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Pledgor is subject, or by which any property or asset of Pledgor is bound or affected. The representations and warranties made by the Pledgor in the License Agreement, and to the knowledge of Pledgor, the representations and warranties made by Technest in the License Agreement, are true and correct in all material respects.
(p) There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of Pledgor, threatened against or affecting Pledgor or Technest or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which adversely affects or challenges the legality, validity or enforceability of the License Agreement or this Agreement.
(q) Pledgor is not in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by Pledgor under), nor has Pledgor received notice of a claim that it is in default under or that it is in violation of, the License Agreement. To the knowledge of Pledgor, Technest has not breached any material provision of the License Agreement.
(r) Pledgor shall not amend, terminate, or consent to or suffer to exist any amendment or termination of, the License Agreement. Pledgor will comply with all its material obligations under the License Agreement.
Appears in 1 contract
Pledgor’s Covenants. The Pledgor represents, covenants and warrants that unless compliance is waived by the Purchaser Bank in writing:
(a) The Pledgor will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate Books and Records.
(b) The Pledgor’s chief executive office is located in the state specified on the signature page hereof. In addition, the Pledgor is incorporated in or organized under the laws of the state specified on such signature page. The Pledgor shall give the Purchaser Bank at least thirty (30) days notice before changing its chief executive office or state of incorporation or organization. The Subject to its right to transfer and dispose of Collateral as provided herein, the Pledgor will notify the Purchaser Bank in writing prior to any change in the location of any Collateral, including the Books and Records.
(c) The Pledgor will notify the Purchaser Bank in writing prior to any change in the Pledgor's ’s name, identity or business structure.
(d) Unless otherwise agreedExcept as permitted by the Amended and Restated Loan Agreement dated on even date herewith made between the Bank and the Pledgor (including as the same is modified, extended, or replaced from time to time, the “Loan Agreement”), the Pledgor has not granted and will not grant any security interest in any of the Collateral except to the PurchaserBank, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the PurchaserBank.
(e) The Pledgor will promptly notify the Purchaser Bank in writing of any event which materially and adversely affects the value of the Collateral, the ability of the Pledgor or the Purchaser Bank to dispose of the Collateral, or the rights and remedies of the Purchaser Bank in relation thereto, including, but not limited to, the levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise.
(f) The Pledgor shall pay all costs reasonably necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect the PurchaserBank’s security interest (collectively, the “Collateral Costs”). Without waiving the Pledgor's ’s default for failure to make any such payment, the Purchaser Bank at its option, upon notice to Pledgor, option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the IndebtednessLoan Agreement. The Pledgor agrees to reimburse the Purchaser Bank on demand for any Collateral Costs so incurred.
(g) Until the Purchaser Bank exercises its rights to make collection, the Pledgor will diligently collect all CollateralCollateral in the ordinary course of business.
(h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx bxxx of lading, the Pledgor shall immediately deliver such document to the PurchaserBank, together with any necessary endorsements.
(i) The Pledgor will not sell, lease, agree to sell or lease, or otherwise dispose of any Collateral except with the prior written consent of the PurchaserBank; provided, however, that the Pledgor may sell inventory in the ordinary course of business, may sell or otherwise dispose of equipment that is worn out, obsolete, or no longer used or useful in Borrower’s business, and so long as no event of default exists that has not been waived may sell property described in Section 1(e) at any time.
(j) The Pledgor will maintain and keep in force insurance covering the Collateral against fire and extended coveragescoverages (including without limitation windstorm coverage, and hurricane coverage as applicable), to the extent that any Collateral is of a type which can be so insured. Such insurance shall require losses to be paid on a replacement cost basis, be issued by insurance companies acceptable to the Purchaser Bank and include a loss payable endorsement in favor of the Purchaser Bank in a form acceptable to the PurchaserBank. Upon the request of the PurchaserBank, the Pledgor will deliver to the Purchaser bank a copy of each insurance policy, or, if permitted by the PurchaserBank, a certificate of insurance listing all insurance in force.
(k) The Pledgor will not attach any Collateral to any real property or fixture in a manner which might cause such Collateral to become a part thereof unless the Pledgor first obtains the written consent of any owner, holder of any lien on the real property or fixture, or other person having an interest in such property to the removal by the Purchaser Bank of the Collateral from such real property or fixture. Such written consent shall be in form and substance acceptable to the Purchaser Bank and shall provide that the Purchaser Bank has no liability to such owner, holder of any lien, or any other person.
(l) Exhibit A to this Agreement is a complete list of all Intellectual Property Rights of patents, trademark and service mxxx registrations, copyright registrations, mask work registrations, and all applications therefor, in which the Pledgor has any right, title, or interest, throughout the world. To the extent required by the Purchaser Bank in its discretion, the Pledgor will promptly notify the Purchaser Bank of any acquisition (by adoption and use, purchase, license or otherwise) of any Intellectual Property Rightspatent, trademark or service mxxx registration, copyright registration, mask work registration, and applications therefor, and unregistered trademarks and service marks and copyrights, throughout the world, which are granted or filed or acquired after the date hereof or which are not listed on the Exhibit. The Pledgor authorizes the PurchaserBank, without notice to the Pledgor, to modify this Agreement by amending the Exhibit to include any such Collateral.
(m) Unless the failure to do so would not have a material adverse effect on the Borrower’s business or financial condition taken as a whole:
(i) The Pledgor will, at its expense, diligently prosecute all patent, trademark or service xxxx mxxx or copyright applications pending on or after the date hereof, will maintain in effect all Intellectual Property Rightsissued patents and will renew all trademark and service mxxx registrations, including payment of any and all maintenance and renewal fees relating thereto, except for such rights patents, service marks and trademarks that are being sold, donated or abandoned by the Pledgor pursuant to the terms of its intellectual property management program. .
(ii) The Pledgor also will promptly make application on any patentable but unpatented inventions, registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works which are necessary for Pledgor’s business. works.
(iii) The Pledgor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than the Purchaser Bank and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to the Pledgor or the Purchaser. Bank.
(iv) The Pledgor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of the Pledgor's ’s business, or except with the Purchaser's Bank’s prior written consent.
Appears in 1 contract
Samples: Security Agreement (Graham Corp)
